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4//SEC Filing

TiVo Corp 4

Accession 0001593678-16-000188

CIK 0001675820operating
View on SEC.govCompany Profile

Filed

Sep 8, 8:00 PM ET

Accepted

Sep 9, 6:37 PM ET

Size

38.2 KB

Accession

0001593678-16-000188

Insider Transaction Report

Form 4
Period: 2016-09-07
TiVo CorpTIVO
Carson Tom
DirectorPresident & CEO
Transactions
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+29,172→ 29,172 total
    Exercise: $33.43Exp: 2017-03-01→ Common Stock (29,172 underlying)
  • Award

    Performance Rights

    2016-09-07+84,000→ 84,000 total
    Exp: 2018-03-01→ Common Stock (84,000 underlying)
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+39,272→ 39,272 total
    Exercise: $36.74Exp: 2017-04-01→ Common Stock (39,272 underlying)
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+300,000→ 300,000 total
    Exercise: $24.56Exp: 2019-01-03→ Common Stock (300,000 underlying)
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+212,000→ 212,000 total
    Exercise: $24.88Exp: 2022-03-01→ Common Stock (212,000 underlying)
  • Award

    Performance Rights

    2016-09-07+65,057→ 65,057 total
    Exp: 2019-03-01→ Common Stock (65,057 underlying)
  • Award

    Common Stock

    2016-09-07+279,163→ 279,163 total
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+135,000→ 135,000 total
    Exercise: $24.84Exp: 2021-03-01→ Common Stock (135,000 underlying)
  • Award

    Performance Rights

    2016-09-07+85,000→ 85,000 total
    Exp: 2017-03-01→ Common Stock (85,000 underlying)
  • Award

    Restricted Stock Units

    2016-09-07+63,000→ 63,000 total
    Exp: 2019-03-01→ Common Stock (63,000 underlying)
  • Award

    Restricted Stock Units

    2016-09-07+56,925→ 56,925 total
    Exp: 2020-03-01→ Common Stock (56,925 underlying)
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+40,000→ 40,000 total
    Exercise: $54.10Exp: 2018-03-01→ Common Stock (40,000 underlying)
  • Award

    Performance Rights

    2016-09-07+44,413→ 44,413 total
    Exp: 2017-03-01→ Common Stock (44,413 underlying)
  • Award

    Employee Stock Option (right to buy)

    2016-09-07+98,645→ 98,645 total
    Exercise: $23.44Exp: 2023-03-01→ Common Stock (98,645 underlying)
Footnotes (17)
  • [F1]Acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among the issuer, TiVo Corporation (f/k/a Titan Technologies Corporation), TiVo Inc., Titan Merger Sub, Inc., and Nova Acquisition Sub, Inc., and related statutory merger agreement between Nova Acquisition Sub, Inc. and issuer (the "Rovi Merger Agreement"), in a one-for-one exchange of TiVo Corporation common stock.
  • [F10]Original grant date March 1, 2014, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
  • [F11]Original grant date March 1, 2014, will be measured over a period of three years based on the achievement of total annual adjusted pro forma revenue and adjusted pro forma operating profit performance metrics (each measured on a calendar year basis). At the end of the three-year period, an average vesting factor will be applied to the total grant amount to determine the total amount eligible to vest based on achievement of the performance metrics. A modifier based upon total shareholder return over the three-year period will then be applied to determine the actual amount of shares to be vested.
  • [F12]Original grant date March 1, 2015, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
  • [F13]Original grant date March 1, 2015, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
  • [F14]Original grant date March 1, 2015, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.
  • [F15]Original grant date March 1, 2016, vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vests in equal monthly increments over the next three years.
  • [F16]Original grant date March 1, 2016, vests over four years with a 25% vesting on each of the annual anniversaries of the grant date.
  • [F17]Original grant date March 1, 2016, based entirely on a three-year performance period and are eligible to vest after three years based upon the achievement of the following two factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee, and (ii) three-year revenue compound annual growth rate and margin targets.
  • [F2]All outstanding derivative securities, which include options, restricted stock units and performance rights, were assumed by TiVo Corporation pursuant to the Merger Agreement and the Rovi Merger Agreement and were converted into an equivalent number of shares of options, restricted stock units and performance rights, respectively, of TiVo Corporation common stock, at equivalent exercise prices and under the same terms and conditions as the original award.
  • [F3]Each restricted stock award represents a contingent right to receive one share of TIVO common stock.
  • [F4]Each restricted stock unit represents a contingent right to receive one share of TIVO common stock.
  • [F5]Original grant date March 1, 2010. Fully vested March 1, 2014.
  • [F6]Original grant date April 1, 2010. Fully vested April 1, 2014.
  • [F7]Original grant date March 1, 2011. Fully vested March 1, 2015.
  • [F8]Original grant date January 3, 2012. Fully vested January 3, 2016.
  • [F9]Original grant date March 1, 2013, vests over a period of up to four years based on the achievement of total annual (measured on a calendar year basis) adjusted pro forma operating profit performance metrics.

Documents

1 file

Issuer

TiVo Corp

CIK 0001675820

→
Entity typeoperating
IncorporatedCA

Related Parties

1
  • filerCIK 0001675820

Filing Metadata

Form type
4
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 6:37 PM ET
Size
38.2 KB
View on SEC.gov